AGREEMENT AND PLAN OF REORGANIZATION

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         THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), is made

this 9th day of August, 2001, by and among MTN Holdings, Inc., a publicly-held,

fully reporting corporation incorporated in Nevada ("MTN"), AGIL, Inc, a

Delaware corporation ("AGIL"), and the persons listed in Exhibit A hereof who

are the owners of record of all of the issued and outstanding shares of AGIL who

will execute and deliver this Agreement (the "AGIL Stockholders") based on the

following:



                                    RECITALS



         MTN wishes to acquire all of the issued and outstanding shares of

common stock, par value, $0.01 per share of AGIL (the "AGIL Common Stock"), in

exchange for the common stock, par value $0.001 per share (the "MTN Common

Stock") of MTN, in a transaction intended to qualify as a tax-free exchange

pursuant to section 368(a)(1)(B) of the Internal Revenue Code of 1986, as

amended. The parties intend for this Agreement to represent the terms and

conditions of such tax-free reorganization, which Agreement the parties hereby

adopt. However, neither party is seeking tax counsel or legal or accounting

opinions on whether the transaction qualifies for tax free treatment.



                                    AGREEMENT



         Based on the stated premises, which are incorporated herein by

reference, and for and in consideration of the mutual covenants and agreements

hereinafter set forth, the mutual benefits to the parties to be derived

herefrom, and other good and valuable consideration, the receipt and legal

adequacy of which are hereby acknowledged, it is hereby agreed as follows:



                                    ARTICLE I



                                EXCHANGE OF STOCK



            1.01 Exchange of Shares. On the terms and subject to the conditions

set forth in this Agreement, on the Closing Date (as defined in Section 1.05

hereof), the AGIL Stockholders shall assign, transfer, and deliver to MTN, free

and clear of all liens, pledges, encumbrances, charges, restrictions, or claims

of any kind, nature, or description, all of the issued and outstanding shares of

AGIL Common Stock (the "AGIL Shares") held by AGIL Stockholders which represent

all of the outstanding shares of AGIL Common Stock, and MTN agrees to acquire

the AGIL Shares on such date by issuing and delivering in exchange therefor an

aggregate of 10,707,000 restricted shares (the "Shares") of MTN Common Stock.

The Shares shall be issued pro rata based on the number of AGIL Shares held and

as set forth opposite such AGIL Stockholder's respective name in Exhibit A-1.

The Shares shall be appropriately adjusted to take into account any stock split,

stock dividend, reverse stock split, recapitalization, or similar change in the

MTN Common Stock which may occur between the date of the execution of this

Agreement and the Closing Date.



                  (a) Additional Shares. On the Closing Date, there shall also

                  be issued: 300,000 shares of MTN Common Stock to Capital

                  Holdings, LLC ("Capital Holdings")

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                  and 250,000 shares of MTN Common Stock to Pacific Management

                  Services, Inc. ("Pacific Management"), all of which shall

                  carry rights of registration, requiring MTN or its successor

                  to file with the SEC a registration statement to register the

                  resale of said shares, no later than February 20, 2002,

                  pursuant to that certain Registration Rights Agreement dated

                  as of the date hereof by and among MTN, Capital Holdings and

                  Pacific Management (the "Registration Rights Agreement").



         1.02 Delivery of Stock Certificates by AGIL Stockholders. The transfer

of the AGIL Shares by the AGIL Stockholders shall be effected by the delivery to

MTN at the Closing (set forth in Section 1.05 hereof) of certificates

representing the AGIL Shares endorsed in blank or accompanied by stock powers

executed in blank, with all signatures medallion guaranteed and with all

necessary transfer taxes and other revenue stamps affixed and acquired at the

AGIL Stockholders' expense.



         1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the

transaction contemplated hereby, MTN will own all of the issued and outstanding

shares of AGIL Common Stock and AGIL will be a wholly-owned subsidiary of MTN

operating under the name AGIL, Inc. or such other name selected by the

stockholders and management of AGIL.



         1.04 Further Assurances. At the Closing and from time to time

thereafter, the AGIL Stockholders shall execute such additional instruments and

take such other action as MTN may reasonably request, without undue cost to the

AGIL Stockholders in order to more effectively sell, transfer, and assign clear

title and ownership in the AGIL Shares to MTN .



         1.05 Closing and Parties. The Closing contemplated hereby shall be held

at a mutually agreed upon time and place on or before July 27, 2001, or on

another date to be agreed to in writing by the parties (the "Closing Date").

This Agreement may be consummated at any time following approval by a majority

of the shareholders of MTN Common Stock as set forth in Section 4.01 hereof and

the AGIL Stockholders as set forth in Section 5.01. The Closing may be

accomplished by wire, express mail, overnight courier, conference telephone call

or as otherwise agreed to by the respective parties or their duly authorized

representatives.



         1.06     Closing Events.

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                  (a) MTN Deliveries. Subject to fulfillment or waiver of the

         conditions set forth in Article IV, MTN shall deliver to AGIL at

         Closing all the following:



                           (i) A certificate of good standing from the

                  Department of Commerce of the State of Nevada, issued as of a

                  date within ten days prior to the Closing Date, certifying

                  that MTN is in good standing as a corporation in the State of

                  Nevada;



                           (ii) Incumbency and specimen signature certificates

                  dated the Closing Date with respect to the officers of MTN

                  executing this Agreement and any other document delivered

                  pursuant hereto on behalf of MTN ;



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                           (iii) Copies of the resolutions/consents of MTN's

                  board of directors and shareholder minutes or consents

                  authorizing the execution and performance of this Agreement

                  and the contemplated transactions, certified by the secretary

                  or an assistant secretary of MTN as of the Closing Date;



                           (iv) The certificate contemplated by Section 4.02,

                  duly executed by the chief executive officer of MTN;



                           (v) The certificate contemplated by Section 4.03,

                  dated the Closing Date, signed by the chief executive officer

                  of MTN; and



                           (vii) Certificates representing 10,707,000 shares of

                  MTN Common Stock in the names of the AGIL Stockholders and in

                  the amounts set forth in Exhibit "B"; and



         In addition to the above deliveries, MTN shall take all steps and

         actions as AGIL and AGIL Stockholders may reasonably request or as may

         otherwise be reasonably necessary to consummate the transactions

         contemplated hereby.

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